IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

1. Services Provided
   
1. The Client hereby agrees to engage the Contractor to provide the Client with the following computer services (the "Services"):
   
   • _______________________________________________________________
     _______________________________________________________________.
     
2. The Services will also include any other computer tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
   
3. Term of Agreement
   
3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until November 23, 2024, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
   
4. Performance
   
4. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
   
5. Currency
   
5. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
   
6. Compensation
   
6. The Contractor will charge the Client a flat fee of $0.00 for the Services (the "Compensation").
   
7. The Client will be invoiced when the Services are complete.
   
8. Invoices submitted by the Contractor to the Client are due within 30 days of receipt.
   
9. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Contractor.
   
10. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
    
11. Reimbursement of Expenses
    
11. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
    
12. All expenses must be pre-approved by the Client.
    
13. Confidentiality
    
13. Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
    
14. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
    
15. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
    
16. Ownership of Intellectual Property
    
16. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
    
17. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
    
18. Return of Property
    
18. Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
    
19. Capacity/Independent Contractor
    
19. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.
    
20. Right of Substitution
    
20. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
    
21. In the event that the Contractor hires a sub-contractor:
    
    • the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.
      
    • for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
      
22. Autonomy
    
22. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
    
23. Equipment
    
23. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, equipment, cabling, software, replacement parts, supplies and any other items or parts necessary to deliver the Services in accordance with the Agreement.
    
24. No Exclusivity
    
24. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
    
25. Notice
    
25. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
    
    1. ______________________
       ______________________________
       
    2. ______________________
       ______________________________
       

    or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

26. Indemnification
    
26. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
    
27. Modification of Agreement
    
27. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
    
28. Time of the Essence
    
28. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
    
29. Assignment
    
29. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
    
30. Entire Agreement
    
30. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
    
31. Enurement
    
31. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
    
32. Titles/Headings
    
32. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
    
33. Gender
    
33. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
    
34. Governing Law
    
34. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio.
    
35. Severability
    
35. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
    
36. Waiver
    
36. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.